Laifual Drive Co., Ltd. (abbreviated “LAIFUAL”) released its full Articles of Association dated September 2026, outlining corporate structure, shareholder rights, capital details and governance processes ahead of its Main Board listing in Hong Kong.
Key Capital Facts • Registered capital: RMB 105.41 million. • Total issued shares: 103.40 million, split into 13.44 million H shares (13 %) and 89.96 million domestic shares (87 %). • Initial public offering: 15.46 million overseas-listed shares (including 2.02 million under an over-allotment option) completed on 19 May 2026; trading on the Hong Kong Stock Exchange began 30 June 2026.
Business Scope and Objectives LAIFUAL focuses on the research, development and manufacture of precision harmonic-drive reducers for automation equipment, targeting high-precision, reliable and cost-effective transmission components.
Shareholder Framework • Liability limited to shareholdings; the company is liable for debts to the extent of its assets. • One annual shareholders’ meeting is required within six months of each fiscal year-end; extraordinary meetings must be convened within two months under defined triggers such as a one-third board vacancy or at the request of holders of at least 10 % of shares. • Share transfer restrictions: pre-IPO shares are locked for one year; directors and senior management may not dispose of more than 25 % of their holdings per year during tenure and are barred from any sale for six months post-departure.
Board Composition and Committees • Eleven-member Board of Directors with four independent non-executive directors. • Standing committees: Audit, Nomination, and Remuneration & Appraisal. The Audit Committee (minimum three non-executive directors, majority independent) replaces a traditional Board of Supervisors, fulfilling statutory oversight duties. • The chairman or general manager serves as the legal representative, elected by a simple board majority.
Financial & Dividend Policy • Statutory common reserve: annual allocation of 10 % of after-tax profit until the reserve equals 50 % of registered capital. • Profit distribution proposals originate from the board and require shareholder approval; no profits may be distributed until prior-year losses are covered. • The company pledges a “continuous and stable” dividend policy while balancing future investment needs.
Key Approval Thresholds • External guarantees exceeding 50 % of net assets, single guarantees above 10 % of net assets, or any guarantee to shareholders/related parties require shareholder approval. • Asset acquisitions or disposals over 30 % of total assets within one year need a special shareholder resolution (≥ two-thirds of votes cast).
Audit & Disclosure • An external accounting firm is appointed annually by shareholders. • Full-year results must be announced within three months of fiscal year-end; interim results within two months of the first six months. • Corporate communications to H-shareholders may be delivered electronically or via the company and Hong Kong Stock Exchange websites.
Liquidation & Dissolution The Articles define procedures for merger, division, capital reduction and dissolution, stipulating that directors form a liquidation committee within 15 days of a dissolution trigger.
The Articles of Association take effect upon the company’s Hong Kong listing and serve as the binding governance charter for LAIFUAL, its shareholders, directors and senior management.